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EXHIBIT 99.1
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[LETTERHEAD OF VENTAS]
Contact: Debra A. Cafaro
President and CEO
(502) 357-9000
VENTAS BOARD DECLARES DIVIDEND OF $0.62 PER SHARE
LOUISVILLE, KY, September 8, 2000 - Ventas, Inc. (NYSE:VTR) ("Ventas" or the
"Company") announced today that its board of directors voted to pay a cash
dividend of $0.62 per share, payable on September 28, 2000 to stockholders of
record on September 18, 2000. This amount, when combined with the $0.39 per
share dividend paid in February 1999, represents 95 percent of the Company's
1999 taxable income. This combined dividend enables Ventas to elect Real Estate
Investment Trust ("REIT") status for the period beginning January 1, 1999 when
it files its 1999 federal income tax return.
"For more than a year we have stated our commitment to our stockholders to
elect REIT status by paying a 1999 distribution that complies with REIT
requirements, despite the uncertainties surrounding Vencor's restructuring,"
Ventas President and CEO Debra A. Cafaro said. "With the support of our board,
we are able to meet that commitment."
Ventas paid a 1999 first quarter dividend, but dividends for the remainder
of the year were deferred as part of the Company's strategy to build its cash
reserves during the reorganization discussions of its primary tenant, Vencor,
Inc. (OTC/BB:VCRIQ) ("Vencor"). Vencor filed for bankruptcy protection on
September 13, 1999.
"Our stockholders have supported our strategy of deferring payment of
normal quarterly dividends in order to conserve and increase our cash balances
during this period of uncertainty to maintain liquidity and financial strength.
We have appreciated their patience," Cafaro said. "But we also understand that
our investors, like other REIT investors, view the dividend payment as an
important part of their investment return. It is very satisfying to meet their
expectations."
Ventas also said that the amount of the total dividend ($1.01 per
share) declared for 1999 should not be viewed as an indication of future
dividend levels, which are likely to be lower. The Company intends to maintain
its REIT status, which requires it to pay 95 percent of its taxable income as
dividends. The payment of such minimum REIT dividends is contemplated under
Ventas' long-term credit agreement. However, the Company is unable to predict
the amount or timing of future dividends due to uncertainty over the
restructuring of Vencor. Consistent with its previously announced position,
Ventas said that it will not declare or pay a third quarter 2000 dividend at
this time.
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VENCOR REORGANIZATION
Negotiations surrounding the financial restructuring of Vencor and its
anticipated emergence from bankruptcy are ongoing. Vencor has received an
extension, until September 29, 2000, of the period during which it has the
exclusive right to file a plan of reorganization.
Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers, and eight personal care facilities in 36 states.
This Press Release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding the
Company's and its subsidiaries' expected future financial position, results of
operations, cash flows, funds from operations, dividends and dividend plans,
financing plans, business strategy, budgets, projected costs, capital
expenditures, competitive positions, growth opportunities, expected lease
income, ability to qualify as a real estate investment trust, plans and
objectives of management for future operations and statements that include words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may,"
"could," and other similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and stockholders must
recognize that actual results may differ from the Company's expectations.
Actual future results and trends for the Company may differ materially
depending on a variety of factors discussed in the Company's filings with the
Securities and Exchange Commission. Factors that may affect the plans or results
of the Company include, without limitation, (a) the treatment of the Company's
claims in the chapter 11 cases of its primary tenant, Vencor and certain of its
affiliates (collectively referred to in this paragraph as "Vencor"), as well as
certain of its other tenants, (b) the ability and willingness of Vencor to
continue to meet and/or honor its obligations under the agreements the Company
and Vencor entered into in connection with the 1998 spin off by the Company of
Vencor (the "1998 Spin Off"), including, without limitation, the obligation to
indemnify and defend the Company for all litigation and other claims relating to
the health care operations and other assets and liabilities transferred to
Vencor in the 1998 Spin Off, (c) the ability of Vencor and the Company's other
operators to maintain the financial strength and liquidity necessary to satisfy
their respective obligations and duties under the leases and other agreements
with the Company, and their existing credit agreements, (d) the Company's
success in implementing its business strategy, (e) the nature and extent of
future competition, (f) the extent of future health care reform and regulation,
including cost containment measures and changes in reimbursement policies and
procedures, (g) increases in the cost of borrowing for the Company, (h) the
ability of the Company's operators to deliver high quality care and to attract
patients, (i) the results of litigation affecting the Company, (j) the results
of the settlement discussions Vencor and the Company have been engaged in with
the federal government seeking to resolve federal civil and administrative
claims against them arising from the participation of Vencor facilities in
various federal health benefit programs, (k) changes in general economic
conditions and/or economic conditions in the markets in which the Company may,
from time to time, compete, (l) the ability of the Company to pay down,
refinance, restructure, and/or extend its indebtedness as it becomes due, and to
amend certain provisions of its credit agreement that would require the Company
to repay substantially all of its indebtedness if Vencor does not emerge from
bankruptcy by December 31, 2000, and (m) the ability of the Company to qualify
as a real estate investment trust. Many of such factors are beyond the control
of the Company and its management.
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